Exhibit A. Subcontractor Master Agreement.pdf

Centrix Energy Partners, LLC.

Centrix Energy Partners, LLC. – Master Subcontract Agreement 06/01/2022

Version: 2.0 Contract Page 1 of 24

MASTER SUBCONTRACT AGREEMENT NO. xx-xx-xxxx-xx

THIS AGREEMENT (hereinafter, “Subcontract”), is effective as of this xxth day of xxxx 2026, (“Effective Date”) by and between Centrix Energy Partners, LLC. (“CONTRACTOR”) and the party identified below as “SUBCONTRACTOR.”

SUBCONTRACTOR NAME AND ADDRESS:

xxxxxxxxxx xxxxxxxxxx xxxxxxxxxx

DESIGNATED REPRESENTATIVE: xxxxxx PHONE: xxxxxxxxxxxxxxx EMAIL: xxxxxxxxxxxxxxxx

Centrix Energy Partners, LLC. (CONTRACTOR) 792 Lois Dr Sun Prairie, WI 53590

DESIGNATED REPRESENTATIVE: Todd Kananen

PHONE: 517.294.5386

EMAIL: todd.kananen@centrix-partners.com

SCHEDULES AND EXHIBITS APPLICABLE TO THIS AGREEMENT

Note: The following Exhibits, by this reference, are hereby incorporated in this Agreement Exhibit 1 – General Terms and Conditions Exhibit 2 – SUBCONTRACTOR Certification for IRC 179D Compliance Exhibit 3 – SUBCONTRACTOR Insurance Requirements Exhibit 4 – Safety Requirements Exhibit 5 – Statement of Work Exhibit 6 – Compensation

SUBCONTRACTOR understands and agrees to be bound by all terms and conditions of this Subcontract, including those set forth herein and in all of the Exhibits referenced above. All work and services that SUBCONTRACTOR is required to perform under this Subcontract shall be referred to as the “Work” or “Subcontract Work.” Capitalized terms defined herein shall apply to all Exhibits, and terms not defined herein shall have the same meanings as defined in the Exhibits.

EXHIBIT 1 - GENERAL TERMS AND CONDITIONS

CONTRACTOR engages and SUBCONTRACTOR accepts the engagement to perform work, services and/or provide materials or equipment (the “Work”) more fully described in each Subcontract Statement of Work (“Work Order”) issued under this Subcontract. Each Work Order will be issued in accordance with the terms and conditions of this Subcontract and is incorporated into this Subcontract by this reference.

1. Authorization The person signing this Agreement on behalf of SUBCONTRACTOR is authorized to sign and enter into contracts on behalf of the SUBCONTRACTOR.

2. Contract Duration The term of this Subcontract shall commence on the Effective Date and shall continue until the later of

(3) three years, or the date of completion of the Work under any Work Order issued under this Subcontract.

3. Independent Contractor SUBCONTRACTOR shall perform the Work as an independent contractor with exclusive control of the manner and means of performing the Work in accordance with the requirements of this Subcontract. SUBCONTRACTOR has no authority to act or make any agreements or representations on behalf of CONTRACTOR or CONTRACTOR’s customer (the “Customer”), and no contractual relationship exists between SUBCONTRACTOR and the Customer. This Subcontract is not intended to create, and shall not be construed to create, between CONTRACTOR and SUBCONTRACTOR, the relationship of employer and employee, principal and agent, joint venturers, or co-partners. No employee, agent, or third party engaged by SUBCONTRACTOR shall be, or shall be deemed to be, an employee or agent of CONTRACTOR.

4. Permits and Licenses SUBCONTRACTOR represents that it is duly authorized to do business in all locations where the Work is to be performed; it has knowledge, license, certification, capability, and expertise to act as the SUBCONTRACTOR, and will provide evidence of license, certification, and capability to CONTRACTOR upon request

5. Insurance Prior to commencement of the Work, SUBCONTRACTOR shall provide, and maintain in full force and effect during the term of this Subcontract, the insurance coverage as specified in Exhibit D, plus such other insurance coverage as may be required in a Work Order. SUBCONTRACTOR shall not be allowed to commence the Work until the insurance certificates required by this Subcontract have been furnished to CONTRACTOR. Failure to obtain and maintain the insurance required by this Subcontract shall constitute a material breach of this Subcontract.

6. Indemnification To the fullest extent permitted by law, SUBCONTRACTOR shall defend, indemnify, and hold harmless the CONTRACTOR Indemnified Parties from and against any and all claims, demands, losses, liability, lawsuits, liens and judgments, including all reasonable attorneys’ fees, costs and expenses (collectively “Claims”) which arise from or relate to the Services, or which are alleged to arise from or relate to the Services, including without limitation: personal and property damage claims; vehicle claims, theft claims, employment-related claims of SUBCONTRACTOR employees or, if

Version: 2.0 Contract Page 2 of 24 applicable, sub-subcontractor employees. Indemnification required hereunder shall not apply to Claims to the extent caused by the gross negligence or willful misconduct of a CONTRACTOR Indemnified Party. The defense and indemnification obligations hereunder shall survive the expiration or termination of this Agreement. As used herein, the term “CONTRACTOR Indemnified Parties” means: (a) CONTRACTOR and any related company including CONTRACTOR Industries Incorporated and its subsidiaries; (b) the CONTRACTOR Client, property manager, property owner or other person or entity receiving services pursuant to this Agreement; and (c) the agents, officers, directors, representatives and employees of each person or entity falling under the foregoing categories (a) and (b). SUBCONTRACTOR’s obligation to indemnify and defend under this Article will survive the expiration or earlier termination of this Agreement and any Statement of Work until it is determined by final judgment that an action against the Indemnitee for any matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. The indemnification obligations of SUBCONTRACTOR under this Agreement shall not be limited by the amounts or types of insurance (or the deductibles or self-insured retention amounts of such insurance) that SUBCONTRACTOR is required to carry under this Agreement.

The right to indemnification and defense by SUBCONTRACTOR shall be in addition to CONTRACTOR’s separate rights under the insurance to be provided by SUBCONTRACTOR under this Agreement.

7. SUBCONTRACTOR Employees SUBCONTRACTOR warrants that it shall perform this Agreement using properly uniformed employees, performing in a professional, skillful and workmanlike manner. SUBCONTRACTOR is responsible, at SUBCONTRACTOR’s cost, for complying, to the extent legally permitted, with all CONTRACTOR’s or Client background check requirements, photography, badging, fingerprinting and security requirements. SUBCONTRACTOR is responsible, at SUBCONTRACTOR’s cost, for paying all wages, overtime, or other compensation to its employees and for withholding and paying all applicable taxes related to the employment of its workers in compliance with the federal Fair Labor Standards Act, state and local wage and hour laws, and all laws, rules and regulations regarding the filing of reports and payment of social security, withholding and income taxes.

8. Compliance with Laws SUBCONTRACTOR complies with and will continue to comply with all present and future laws, ordinances, orders, directives, rules and regulations, as amended, of the Federal, State and local governments, political subdivisions, counties, municipalities, and their respective agencies, authorities, or commissions of the Federal, State and local governments, applicable to, or affecting, directly or indirectly, Services provided under this Agreement including but not limited to those related to workers compensation, social security, unemployment insurance, hours of labor, wages, working conditions and other employer-employee related issues, whether required by federal, state, or local law or regulation, including, but not limited to the Occupational Safety and Health Act, the Environmental Protection Agency regulations, the Fair Labor Standards Act and the Equal Pay Act, Executive Order 11246, Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act of 1967, as amended, the Rehabilitation Act of 1973, 41 CFR 60-741, the Americans with Disabilities Act, the Vietnam Era Veterans Readjustment Assistance Act of 1974, 41 CFR 60-25, and Executive Order 11625 (Minority Business Enterprise), as amended. All of SUBCONTRACTOR’s employees have had their identity and eligibility for work within the United States properly verified.

SUBCONTRACTOR also understands that if this SUBCONTRACT is for work on a federal government construction project, and that there may be certain FAR, DFAR, DEAR and other federal law requirements that apply to its work under this Subcontract, and that it is fully aware of all such requirements that affect its work and shall fully comply with them

9. Safety SUBCONTRACTOR will render Services in compliance with the Williams-Steiger Occupational Safety and Health Act of 1970, as amended, and contractor’s Safety Requirements as set forth in Exhibit E. SUBCONTRACTOR is solely responsible for SUBCONTRACTOR’s personnel’s safety when performing SUBCONTRACTOR’s Services pursuant to this Agreement.

SUBCONTRACTOR will use all necessary, required and site mandated safety precautions when performing SUBCONTRACTOR’s Services. SUBCONTRACTOR will provide all necessary personal protection gear and all necessary and/or site required/recommended training. SUBCONTRACTOR will report to CONTRACTOR all incidents with potentially adverse safety, health or environmental implications and all cases SUBCONTRACTOR determines to be recordable on the OSHA 300 log or its equivalent.

10. Workplace Environment SUBCONTRACTOR’s workplace is drug and firearm free. SUBCONTRACTOR is in strict compliance with the Drug-Free Workplace Act of 1988, as amended. SUBCONTRACTOR warrants that the use, possession, distribution, or sale of alcohol, narcotics, drug-related paraphernalia, firearms, explosives, weapons, or other dangerous or hazardous substances or related articles will not be permitted at any locations where SUBCONTRACTOR is performing the Services.

11. Ethical Considerations SUBCONTRACTOR is ethical in conducting SUBCONTRACTOR’s business. SUBCONTRACTOR has not participated in any collusion in submitting bids to CONTRACTOR and SUBCONTRACTOR calculated the price(s) contained in any such bid or proposal to CONTRACTOR without collusion, consultation, communication, or agreement with any other competing vendor for the purpose of restricting competition. SUBCONTRACTOR does not pay any salaries, commissions, fees, or make any payments or rebates to any employee of CONTRACTOR or any employee of any CONTRACTOR Client, or to any designee of any such employee, or favor any employee of CONTRACTOR or a CONTRACTOR Client, or any designee

Version: 2.0 Contract Page 3 of 24 of any such employee, with gifts or entertainment or with services or goods sold at less than full market value.

12. No Debarment or Violation of the Law SUBCONTRACTOR has not been debarred from bidding by any local, state or federal government authority, defaulted on any contract with any SUBCONTRACTOR client or been convicted or pleaded nolo contendere, personally or as a business entity to the violation of any law

13. Liens SUBCONTRACTOR agrees to keep CONTRACTOR’s and Client’s property free and clear of all liens arising out of any services or work performed, materials furnished or obligations incurred by SUBCONTRACTOR or anyone for whose acts SUBCONTRACTOR is liable. If SUBCONTRACTOR fails to release or bond any lien within 10 days, CONTRACTOR will have the right, but not the obligation, to cause the same to be released, and any sums expended by CONTRACTOR will be reimbursed by SUBCONTRACTOR or deducted by CONTRACTOR from monies owed SUBCONTRACTOR with interest at the maximum rate permitted by law, from the date of expenditure through the date CONTRACTOR is reimbursed.

14. Inspection, Warranty and Clean Up The Services performed by SUBCONTRACTOR are subject to examination, inspection and testing by CONTRACTOR at any time. SUBCONTRACTOR agrees, at SUBCONTRACTOR’s expense, to repair, replace, or correct defective material or workmanship for a period of twelve (12) months following the date of acceptance by CONTRACTOR or CONTRACTOR’s Client, or such longer period as may be required by law, CONTRACTOR or CONTRACTOR’s Client, or is otherwise specified in the Contract Documents. SUBCONTRACTOR further warrants that all materials and equipment furnished under the Contract Documents will be of good quality and new unless the Contract Documents permit otherwise. The Services will conform to the requirements of the Contract Documents and will be free from defects.

SUBCONTRACTOR shall take all necessary steps to assign to CONTRACTOR, any and all manufacturer’s warranties relating to materials used in the Services. SUBCONTRACTOR shall keep the Project premises and surrounding areas free of waste material and rubbish. SUBCONTRACTOR shall, within a reasonable amount of time of receipt of notice agreed upon by both parties to cure from CONTRCTOR, clean up all unsuitable or unsightly work areas; if SUBCONTRACTOR fails to do same, CONTRACTOR may perform the clean-up and charge the associated costs to SUBCONTRACTOR.

15. Change Orders The CONTRACTOR may, without invalidating this SUBCONTRACT, order in writing, extra work or make changes by altering, adding to, or deducting from the work; and the SUBCONTRACT price shall be adjusted as agreed. All such work shall be executed under the conditions hereof and of the PRIME CONTRACT, except that any claims for extension of time caused thereby must be agreed upon at the time of ordering such change. The SUBCONTRACTOR shall make no claims for extras unless the same shall be agreed upon in writing by the CONTRACTOR prior to the performance of any such extra work. Any extra work performed without CONTRACTOR’s written directive in accordance with this Subcontract will be at SUBCONTRACTOR’s sole expense, including any extra work attributable solely to CONTRACTOR’s acts or omissions. In addition, SUBCONTRACTOR shall be liable for any and all losses, costs, expenses, damages, and liability of any nature whatsoever associated with or in any way arising out of any such change it makes without written direction from CONTRACTOR. All change proposals must strictly comply with the Prime Contract, including but not limited to any mark-up limitations, and be submitted in time for the CONTRACTOR to comply with the timeliness requirements thereof, or the claim is waived. SUBCONTRACTOR is bound by any decisions of Owner or, if applicable, Architect relating thereto. In no event shall a dispute between CONTRACTOR and SUBCONTRACTOR regarding a change order relieve SUBCONTRACTOR of performing its obligations under this Agreement. If any such dispute arises, SUBCONTRACTOR shall complete the work, including any additional work identified in the disputed Change Order.

If SUBCONTRACTOR discovers a condition or situation that it believes constitutes a change to its Work, or otherwise requires a change to the Contract Documents, SUBCONTRACTOR shall provide immediate written notice of the change upon discovering such changed condition. If a dispute arises between CONTRACTOR and SUBCONTRACTOR about whether particular work constitutes a change to the Work, SUBCONTRACTOR, upon direction from CONTRACTOR, shall timely perform the disputed work and give written notice of any claim for additional compensation for that work within five (5) days after SUBCONTRACTOR first began to perform the disputed work. SUBCONTRACTOR's failure to perform the work or failure to give timely notice of the change and claim constitutes an agreement by it that SUBCONTRACTOR will not be paid for the disputed work.

Notwithstanding any other provision of this Subcontract, CONTRACTOR shall not be liable to SUBCONTRACTOR for any delay, interference, acceleration or other damages to SUBCONTRACTOR, resulting from or arising out of any acts or omissions by Owner or Architect or anyone for whom either of them may be responsible, fire or other casualty, riots, strikes or other combined action of the workmen or others, any acts of God, or any other causes beyond CONTRACTOR’s reasonable control. It is expressly understood that the only obligation CONTRACTOR has to SUBCONTRACTOR under this provision is to pass on to Owner any claim SUBCONTRACTOR has for such damages, and to pay to SUBCONTRACTOR any amounts which Owner pays to CONTRACTOR as a result of such claim. SUBCONTRACTOR will reimburse CONTRACTOR for all costs and expenses, including attorneys’ fees, incurred in connection with presenting any such claim to Owner

16. Scheduling CONTRACTOR shall give to SUBCONTRACTOR advance notice of the anticipated starting date for SUBCONTRACT work, as noted in each Work Order. CONTRACTOR shall consult with SUBCONTRACTOR on the development and update of

Version: 2.0 Contract Page 4 of 24 a construction schedule at SUBCONTRACTOR'S request and shall make such schedule available to SUBCONTRACTOR at SUBCONTRACTOR'S request. SUBCONTRACTOR shall start work on the date named by the CONTRACTOR and shall complete the several portions and the whole of the work herein sublet, at such times as will enable the CONTRACTOR to fully comply with the PRIME CONTRACT. SUBCONTRACTOR shall cooperate with the CONTRACTOR and other subcontractors. The SUBCONTRACTOR will be bound by any provisions in the PRIME CONTRACT for liquidated damages and shall pay such damages for any delay to the extent caused by the SUBCONTRACTOR. In addition to the foregoing, SUBCONTRACTOR shall be bound by all schedule milestones applicable to its work and shall be liable for CONTRACTOR’S actual delay damages resulting from SUBCONTRACTOR’S failure to comply with schedule milestones. SUBCONTRACTOR agrees to pay CONTRACTOR its actual delay damages within ten (10) business days of written notification from CONTRACTOR

17. Compensation/Terms of Payment The Subcontract Price includes, without limitation, all wages, fringe benefit costs, material costs, equipment costs, delivery and distribution costs, storage costs, taxes, insurance costs, permit and license fees, royalties, home and field office overhead and general and administrative costs and all other costs necessary to complete the Subcontract Work described in the Statement of Work; irrespective of when the Subcontract Work is performed, or when such costs are incurred or billed.

As full consideration for the complete, satisfactory, and timely performance by SUBCONTRACTOR of the Work contemplated by this Subcontract and in strict accordance with its requirements, CONTRACTOR shall pay to SUBCONTRACTOR the sum agreed upon in each Work Order. SUBCONTRACTOR’S applications for payment shall include lien, bond and retainage claim releases from all lower tier subcontractors and vendors in the form acceptable of a conditional lien release to CONTRACTOR.

CONTRACTOR shall withhold retainage from the SUBCONTRACTOR in the amount as provided in each Work Order. The CONTRACTOR'S obligation to release retention to the SUBCONTRACTOR shall be subject to proof that there are no unpaid claims which would provide the basis of a lien against the premises, retention of payment bond, or subject to (1) withholding of sufficient funds, or (2) SUBCONTRACTOR’S furnishing an adequate and sufficient payment and performance bond.

SUBCONTRACTOR will send progressive billings by the 20th of each month, as approved by the ARCHITECT or ENGINEER, and CONTRACTOR will pay SUBCONTRACTOR within 60 days of receipt of invoice. Final payment for work under this SUBCONTRACT shall be made within ten days after the CONTRACTOR has received his final or complete payment. If the PRIME CONTRACT permits payment for materials delivered to the job site, or to satisfactory storage facilities, SUBCONTRACTOR may invoice for materials so delivered and receive payment therefor as outlines above; provided however that such stored materials shall be at the risk of the SUBCONTRACTOR until acceptance of the SUBCONTRACT work.

SUBCONTRACTOR shall notify the CONTRACTOR of the assignment of the proceeds of this SUBCONTRACT prior to such assignment and shall require the acceptance by the assignee of the terms of this SUBCONTRACT including the obligation for adjustments and return to CONTRACTOR of overpayments. The SUBCONTRACTOR acknowledges that all payments accepted by him, or which are otherwise due under this SUBCONTRACT shall constitute a trust fund in favor of the laborers, materialmen, governmental authorities and all others who are legally entitled to claim a lien on the premises covered by this SUBCONTRACT or otherwise file a claim against any retained percentages or payment bond. SUBCONTRACTOR agrees that no assignment of any payment otherwise due under this SUBCONTRACT shall be made without first securing the express approval of any assignee to the limitations contained in this subparagraph. Progress payments shall be deemed advances and are subject to adjustment at any time prior to final payment for errors, overpayment, or CONTRACTOR'S good faith determination that the remaining balance of payments may be insufficient to insure completion of work covered by this SUBCONTRACT in accordance with its terms or to pay lien, retention, or bond claims. If the CONTRACTOR determines in good faith that the SUBCONTRACTOR is obligated to the CONTRACTOR or anyone else for labor, fringes, taxes, delay damages, supplies, materials, equipment, rental or other proper charges against the work covered by this SUBCONTRACT, the amount of such obligation may be deducted by the CONTRACTOR from any payment or payments made under this provision. If any lien is filed against the property that is the subject matter of this contract by any person claiming a right to a lien by reason of labor or materials furnished for or at the request of SUBCONTRACTOR or any person acting on SUBCONTRACTOR’S behalf, SUBCONTRACTOR shall, at its cost, cause the lien to be discharged by payment or by bonding in accordance with applicable statutes within twenty (20) days after CONTRACTOR gives SUBCONTRACTOR notice to discharge the lien. Receipt of payment by the CONTRACTOR is a condition precedent to any payment to SUBCONTRACTOR and CONTRACTOR is relieved of any obligation to pay SUBCONTRACTOR if the OWNER does not pay CONTRACTOR.

SUBCONTRACTOR acknowledges that it bears the risk of nonpayment by OWNER or any upper-tier CONTRACTOR. As a condition precedent to any payment under this SUBCONTRACT, SUBCONTRACTOR shall submit weekly certified payroll reports to CONTRACTOR for all workers performing labor under this SUBCONTRACT. All certified payrolls must comply with applicable prevailing wage and apprenticeship requirements as outlined in the governing contract documents and in the prevailing-wage compliance letter issued for the project. No payments, including progress or final payments, shall be made to SUBCONTRACTOR until all required certified payroll reports are current, complete, and in compliance with such requirements. Failure to provide current certified payroll documentation in the form and frequency required shall

Version: 2.0 Contract Page 5 of 24 constitute grounds for withholding payment and may be deemed a material breach of this SUBCONTRACT.

18. Payment and Performance Bonds If required by the PRIME Contract, SUBCONTRACTOR shall provide performance and payment bonds, in the amount set forth on Work Order, to secure the performance of the Services. In addition to any other remedy CONTRACTOR may have, any material breach of this Agreement or applicable Statement of Work or any of the Subcontract Documents by SUBCONTRACTOR shall entitle CONTRACTOR to declare SUBCONTRACTOR in default of this Agreement and demand the surety to perform or to pay as provide by the Payment and Performance Bonds, as applicable

19. Default SUBCONTRACTOR is in default if a bankruptcy, whether voluntary or involuntary, is commenced or an assignment of the proceeds under this Agreement is made or SUBCONTRACTOR fails to perform in accordance with this Agreement.

In such event CONTRACTOR may terminate this contract immediately with notice to SUBCONTRACTOR; provided that CONTRACTOR in its sole discretion may provide SUBCONTRACTOR with an opportunity to cure the default within a specified period of time.

20. Termination CONTRACTOR may terminate this Agreement for default, or any specific appended scheduled services, as follows: (a) upon written notice to SUBCONTRACTOR; or (b) in the event that any portion of the Services are not performed in accordance with the Contract Documents. SUBCONTRACTOR may terminate this Agreement, with cause, on ninety (90) days prior written notice to CONTRACTOR. In the event of termination, CONTRACTOR shall pay for all Services satisfactorily performed as of the effective date of termination less the cost incurred by CONTRACTOR in correcting SUBCONTRACTOR’s default or in completing the Services. CONTRACTOR may also terminate this Agreement for its convenience without cause and, in such event, CONTRACTOR shall remit payment to SUBCONTRACTOR for all services satisfactorily performed as of the date of such termination. In the event of termination, CONTRACTOR, or an assigned successor subcontractor, may, at their election, offer employment to some or all of SUBCONTRACTOR’s employees who have been engaged providing the Services.

Termination for Convenience CONTRACTOR may by written notice to SUBCONTRACTOR, terminate this Subcontract for its convenience and without cause. Upon receiving such notice, SUBCONTRACTOR will (unless the notice directs otherwise):

(i) immediately discontinue the Subcontract Work on the date specified in the notice; (ii) place no further orders for materials, equipment, services, facilities and supplies; (iii) if required by the notice, make every reasonable effort to procure cancellation of all existing orders or contracts upon terms satisfactory to CONTRACTOR, or at the option of CONTRACTOR, give CONTRACTOR the right to assume SUBCONTRACTOR’s rights and obligations under such orders or contracts, and (iv) do only such work as may be necessary to preserve and protect the Subcontract Work already in progress and to protect material and equipment on the job-site or in transit thereto. Upon such termination for convenience at CONTRACTOR’s election, SUBCONTRACTOR will be entitled to payment only as follows:

(a) the reasonable cost of the Subcontract Work completed in conformity with this Subcontract; plus (b) such other costs actually incurred by SUBCONTRACTOR as are permitted by the Prime Contract and approved by Owner; plus (c) ten percent (10%) of the cost of the Subcontract Work, or as allowed in Prime Contract, whichever is less, for overhead and profit, less

(d) the amount of any payments made to SUBCONTRACTOR prior to the date of the termination of this Subcontract, less (e) any costs incurred by CONTRACTOR as a result of such termination. SUBCONTRACTOR will not be entitled to any claim or lien against CONTRACTOR or Owner for any additional compensation or damages in the event of such termination and payment, and SUBCONTRACTOR waives any such claims, including loss of anticipated profit. The provisions of this Subcontract, which expressly, or by their nature, survive final acceptance of the Work, will remain in full force and effect after any termination pursuant to this section.

Termination Right Under the Prime Contract CONTRACTOR may also terminate this Subcontract or suspend the Subcontract Work for the same reasons Owner may terminate or suspend CONTRACTOR under the Contract Documents. If the Prime Contract is terminated for the convenience of Owner, the termination settlement under this Subcontract shall be as provided in the Prime Contract. SUBCONTRACTOR shall not be entitled to receive any greater amount than CONTRACTOR may on behalf of SUBCONTRACTOR recover from Owner for such termination. SUBCONTRACTOR shall cooperate by timely providing a proper termination for convenience cost proposal, if requested by the CONTRACTOR

21. Claims and Disputes SUBCONTRACTOR shall provide written notice to CONTRACTOR within five (5) days after the occurrence of any event giving rise to a claim by SUBCONTRACTOR or, if the PRIME CONTRACT provides for a shorter period, within sufficient time to allow CONTRACTOR to give notice to OWNER. For the purposes of this SUBCONTRACT a claim is defined as any event giving rise to an increase or decrease of the SUBCONTRACT amount or to a time extension, including but not limited to, interruptions, extra work, additional work, changed work, delay, hindrance and/or efficiency loss(es) of any nature whatsoever in the SUBCONTRACTOR’S work, believed by SUBCONTRACTOR to be caused by the acts or omissions of CONTRACTOR, Owner or other subcontractors or employees or agents of any of them. In the event SUBCONTRACTOR believes it is entitled to receive compensation due to damages from such claim(s), notice of the amount and all data supporting the claim (“Statement of Claim”) must be received by CONTRACTOR within twenty (20) days, or if the PRIME CONTRACT provides for a shorter time, within sufficient time to allow CONTRACTOR to forward SUBCONTRACTOR’S claim

Version: 2.0 Contract Page 6 of 24 to OWNER. Failure of SUBCONTRACTOR to provide timely written notice (as provided in this paragraph) and/or failure by SUBCONTRACTOR to provide its Statement of Claim for an increase in the SUBCONTRACT amount, or for an extension of time, shall result in an absolute waiver of SUBCONTRACTOR’S claim. No claim(s) of SUBCONTRACTOR, including those for additional costs or time, shall be valid unless the timelines herein are met. Failure to provide complete, written notice, as provided herein, shall be an absolute waiver of any claim.

In the event any dispute or claim between CONTRACTOR and OWNER which directly or indirectly involves Work performed or to be performed by SUBCONTRACTOR, or in the event of any dispute or claim between CONTRACTOR and SUBCONTRACTOR caused by or arising out of conduct for which the OWNER may be responsible, SUBCONTRACTOR agrees to be bound to CONTRACTOR and CONTRACTOR agrees to be bound to SUBCONTRACTOR to the same extent the CONTRACTOR is bound to OWNER by the terms of the PRIME CONTRACT and by all procedures and resulting decisions, findings, determinations and/or awards made thereunder by the person or entity so authorized in the PRIME CONTRACT, or by an administrative agency, board, court of competent jurisdiction, or arbitration. The CONTRACTOR'S determination of whether any SUBCONTRACTOR claim arises out of the PRIME CONTRACT or is one for which the OWNER may be responsible, shall be final and conclusive. If any dispute or claim of SUBCONTRACTOR is prosecuted or defended by CONTRACTOR together with any of CONTRACTOR'S disputes or claims, and SUBCONTRACTOR is not directly a party, SUBCONTRACTOR agrees to cooperate fully with CONTRACTOR and to furnish all documents, statements, witnesses and other information required by the CONTRACTOR for such purpose and shall pay or reimburse CONTRACTOR for all expenses and costs, including reasonable attorneys' fees incurred in connection therewith, to the extent of SUBCONTRACTOR'S interest in such claim or dispute. SUBCONTRACTOR agrees to be bound by the procedure and final determination as specified in the PRIME CONTRACT and agrees it will not take, or will stay or suspend, any other action with respect to such claims (including, but not limited to, actions commenced pursuant to Federal Miller Act, lien statutes or other state bond or retainage act) and will pursue no independent litigation with respect thereto, pending final determination of any resolution procedure between OWNER and CONTRACTOR. The timely presentation, cooperation and participation by SUBCONTRACTOR, in any determination of a dispute under the PRIME CONTRACT, including any and all appeals under the dispute provision(s) of the PRIME CONTRACT, shall be conditions precedent to pursuit of any action by SUBCONTRACTOR against CONTRACTOR with respect to any such claim or dispute. It is expressly understood and agreed that as to any and all claims asserted by SUBCONTRACTOR in connection with this Project arising from actions of or fault of the OWNER, the CONTRACTOR shall not be liable to the SUBCONTRACTOR for any greater amount than OWNER is liable to CONTRACTOR, less any mark ups or costs incurred by the CONTRACTOR. As to any claims asserted by the SUBCONTRACTOR for or on account of acts or omissions of the OWNER, or its agents or design professionals, at the sole option of CONTRACTOR, SUBCONTRACTOR agrees to prosecute such claims in CONTRACTOR'S name. SUBCONTRACTOR shall have full responsibility for the preparation and presentation of such claims and shall bear all expenses thereof, including attorneys' fees.

The parties agree that all litigation of all claims between CONTRACTOR and SUBCONTRACTOR which arise out of or relate to this Subcontract shall be brought only in the federal court in which the work is performed. EACH PARTY AGREES THAT AS A MATERIAL PART OF THE CONSIDERATION HEREUNDER AND AS AN INDUCEMENT TO ENTER INTO THIS AGREEMENT, EACH

PARTY HEREBY WAIVES THE RIGHT TO A JURY TRIAL.

22. PRIME CONTRACT This Agreement pertains to a contract (“Prime Contract”) between CONTRACTOR and its Client.

SUBCONTRACTOR agrees to be bound by the terms and conditions of the Underlying Contract, as it relates to the Services under this Agreement, to the same extent as CONTRACTOR. For purposes of determining the SUBCONTRACTOR’s obligations, all references to Client in the Underlying Contract shall apply to CONTRACTOR, and all references to CONTRCTOR shall apply to SUBCONTRACTOR. In the event of a conflict in terms and conditions between this Agreement and the Underlying Contract, the more stringent to SUBCONTRACTOR shall apply. A copy of the underlying contract will be provided to SUBCONTRACTOR upon award of each project, as noted in the Work Order.

23. Background Checks SUBCONTRACTOR must institute and provide background checks as specifically required by CONTRACTOR or CONTRACTOR’s Client which include fingerprint checks. SUBCONTRACTOR shall not be permitted to commence work until such results are provided to CONTRACTOR. In all cases, the minimum acceptable background check will be a background check of federal, state and county jurisdictions and national and state sex offender registries for felony, and misdemeanor convictions for the prior seven (7) years, in an employee’s or SUBCONTRACTOR’s county of residence(s) and county of work addresses for those years, along with the nationwide check, a Social Security number trace, a motor vehicle check, and verification of eligibility to work in the United States. No persons will be granted access to a Client location(s) if convicted of a felony or a misdemeanor involving violence, sexual misconduct, theft, fraud, financial or computer crimes, illegal drug possession/distribution or crimes involving unlawful possession or use of a dangerous weapon or is identified on any government registry as a sex offender. If any SUBCONTRACTOR employees’ background check results are unacceptable to CONTRACTOR or Client for any reason, SUBCONTRACTOR and SUBCONTRACTOR’s employees can be immediately ordered to cease working at some or all of Client’s locations covered by this Schedule or any Client location

Version: 2.0 Contract Page 7 of 24 where SUBCONTRACTOR provides services to an CONTRACTOR Client.

24. Drug Testing No SUBCONTRACTOR or SUBCONTRACTOR employee may start work at any Client location prior to receiving an acceptable drug test, if required by Client. The minimum acceptable drug testing is Five panel non-DOT urine assay (Opiates, Cocaine, Cannabinoids, Amphetamines and Phencyclidine) performed by a Substance Abuse and Mental Health Services Administration (SAMHSA) certified collection and testing facility and includes the use of Medical Review Officers (MROs) accredited by the American Association of Medical Review Officers to review results. In the event of different drug testing standards imposed by CONTRACTOR’s Client, SUBCONTRACTOR will comply with such different standards as communicated to SUBCONTRACTOR by CONTRACTOR.

25. Time of the Essence. The parties acknowledge that TIME IS OF THE ESSENCE in the performance of all Statements of Work, work, and obligations under the Subcontract Documents, and maintaining the work schedule, and any breach of same shall be deemed material. If SUBCONTRACTOR fails to complete the work within the time specified herein as per the work schedule, SUBCONTRACTOR shall pay to CONTRACTOR, as liquidated damages, and not as a penalty, the sum of TWO HUNDRED FIFTY DOLLARS ($250) per day for each day of delay in the completion of the work, or the amount of liquidated damages, if greater, for which CONTRACTOR is responsible for pursuant to the Underlying Contract, it being agreed between the parties hereto that it would be impracticable or extremely difficult to determine the actual damage. SUBCONTRACTOR’s liability for liquidated damages shall not exceed the Subcontract Sum.

26. Representation of SUBCONTRACTOR. SUBCONTRACTOR represents that it has reviewed all of the Subcontract Documents, visited and examined the Project Site, and taken into account and familiarized itself with the Project, the Work, local conditions (including the labor situation) that affect the Project or the Work, and all other requirements and conditions of the Work, and has taken these conditions into account in submitting its proposal(s) and entering into this Agreement and any Work Agreements. If SUBCONTRACTOR believes that additional cost or time is involved because of any apparent or actual error, omission, code compliance issue, or deficiency in the Subcontract Documents, Project location, or Project conditions, SUBCONTRACTOR shall, on or before the earlier of five (5) business days after SUBCONTRACTOR first becomes aware of same or should become aware of same, notify CONTRACTOR in writing, in detail, of the existence or possible existence of same.

27. Limitation of Liability. In no event shall CONTRACTOR be liable for any incidental, indirect, special or consequential losses or damages of SUBCONTRACTOR, including, but not limited to, punitive damages or lost profits whether based upon contract, negligence, or other theory of law. CONTRACTOR’s liability for any alleged breach of this agreement shall not exceed the amount of the compensation to be paid to SUBCONTRACTOR hereunder.

28. Governing Law/Jurisdiction Except where specific citation to Federal or other Law requires otherwise, all provisions in this agreement shall be construed and governed by the laws of the State of Wisconsin giving effect to any choice of law or conflict of law provisions or rules.

29. Complementary Documents This Agreement, the Prime Contract, and all parts of the Subcontract Documents are intended to be complementary. The Subcontract Documents will be construed together so as to give effect to every part.

In the event of conflicts or discrepancies in the Subcontract Documents, interpretations will be based on the following priorities, in descending order:

a. Valid modifications, with more recent modifications controlling over previous ones;

b. The Underlying Contract;

c. This Agreement;

d. Exhibit to this Agreement; and

e. Statement of Work.

In the event of any irreconcilable inconsistency between the terms and provisions of this Agreement and the terms and provisions of a Work Agreement, the terms and provisions of the Agreement shall prevail, unless CONTRACTOR and SUBCONTRACTOR specifically indicate their intent to supersede any term or provision in the Agreement by identifying specifically such term or provision being superseded and indicating their intent to supersede such term or provision by separately signing and dating the paragraph herein in which it appears.

Each Statement of Work (“Work Order”) shall also incorporate, as though fully set forth herein, all of the drawings, plans, specifications, terms and conditions, addenda, project schedules, site or facility rules, and environmental, health and safety requirements which are contained in or incorporated into the contract between CONTRACTOR and Customer (the “Contract”), with the exception of only those terms and conditions which, by ordinary and reasonable rules of construction, are not applicable to the Work to be performed by SUBCONTRACTOR. SUBCONTRACTOR acknowledges that it has reviewed, or has been offered an opportunity to review, these portions of the Contract.

30. Notices All notices and other communications required or provided to be sent under this Agreement shall be in writing and

Version: 2.0 Contract Page 8 of 24 shall be deemed properly delivered, received, given and served on the same day as it is either hand delivered, delivered by a nationally known overnight delivery service, delivered by U.S. certified mail, return receipt requested, or delivered by email; provided, that if delivery occurs after 5:00 p.m. in the time zone in which the party being notified is located, the notice or communication will be considered delivered on the following business day. All notices to CONTRACTOR or SUBCONTRACTOR shall be addressed to the applicable person and address (which could include an email address) specified on page 1 of this Agreement, unless that person or address is changed by written notice delivered in accordance with this section.

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EXHIBIT 2 – SUBCONTRACTOR CERTIFICATION FOR IRC 179D COMPLIANCE

This certification is made by the undersigned subcontractor as a condition of performing work on the project and in connection with the requirements under Internal Revenue Code (IRC) Section 179D, as amended by the Inflation Reduction Act of 2022 and further clarified in IRS Notice 2022-61. By signing this document, the subcontractor certifies the following:

1. 1. Apprenticeship Requirements: The subcontractor shall meet all applicable apprenticeship participation requirements set forth under IRC Section 179D(f) and IRS Notice 2022-61, including compliance with the percentage of total labor hours to be performed by qualified apprentices and adherence to the applicable Department of Labor or state apprenticeship program standards.

2. 2. Prevailing Wage Requirements: The subcontractor shall pay prevailing wages, as determined by the Secretary of

Labor under the Davis-Bacon Act (40 U.S.C. §§ 3141–3148), to all laborers and mechanics performing work on the project, as required under IRC Section 179D and IRS Notice 2022-61.

3. 3. Certified Payroll Submission: The subcontractor shall prepare and submit weekly certified payroll reports, consistent with U.S. Department of Labor Form WH-347 or equivalent, to the prime contractor or project owner as proof of compliance with prevailing wage and apprenticeship requirements. The certified payroll shall include worker classifications, hours worked, wage rates, and fringe benefits.

The subcontractor acknowledges that failure to comply with these requirements may result in disqualification of the project from claiming the increased deduction under IRC Section 179D, and the subcontractor agrees to indemnify and hold harmless the prime contractor and project owner for any loss, penalty, or recapture arising from noncompliance attributable to the subcontractor.

By signing below, the subcontractor agrees to the above terms and certifies compliance:

Authorized Representative (Print Name)

Title

Company Name

Signature

Date: ________________________

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EXHIBIT 3 – SUBCONTRACTOR INSURANCE REQUIREMENTS

Minimum Insurance Coverage and Limits Required of all SUBCONTRACTORs. All SUBCONTRACTORs, and any lower tier subcontractors engaged by primary SUBCONTRACTOR, shall maintain the minimum insurance requirements stated below.

A. Commercial General Liability Insurance (CGL). SUBCONTRACTOR shall maintain CGL insurance limits in the amount of $1,000,000 per occurrence, $2,000,000 annual aggregate. Coverage must include ongoing and completed operations, contractual liability, personal and advertising injury, products liability, coverage for independent contractors engaged by SUBCONTRACTOR, severability of interests, and medical payments ($5,000 Med Pay limit required).

If SUBCONTRACTOR will perform snow removal, landscaping or application of pesticides / herbicides, coverage for claims arising from such services must not be excluded under SUBCONTRACTOR’s CGL policy. Upon CONTRACTOR’s request, SUBCONTRACTOR’s broker or carrier must provide a signed statement that the above services are not excluded from coverage.

If SUBCONTRACTOR will perform services requiring potential contact with vulnerable populations (including but not limited to janitorial work in schools and hospitals / medical treatment facilities), coverage for claims arising from Sexual Abuse & Molestation and Assault & Battery must not be excluded under SUBCONTRACTOR’s CGL policy. Upon CONTRACTOR’s request, SUBCONTRACTOR’s broker or carrier must provide a signed statement that the above claims are not excluded from coverage.

B. Commercial Automobile Liability Insurance. SUBCONTRACTOR shall maintain a Commercial Automobile Liability policy in the amount of $1,000,000 CSL. Coverage must be written for Symbol 1 (Any Auto). If SUBCONTRACTOR will be operating only CONTRACTOR-Owned or Leased vehicles or other Non-Owned Vehicles, either Symbol 1 or Symbol 9 coverage is required. SUBCONTRACTOR’s insurance shall be primary for any liability or physical damage arising out of SUBCONTRACTOR’s operation of CONTRACTOR vehicles.

C. Excess / Umbrella Liability Policy. SUBCONTRACTOR shall maintain an Umbrella Liability insurance policy in the amount of $1,000,000 Each Occurrence to apply in excess of its CGL, Automobile Liability and Employers Liability policies.

Coverage shall follow form of the primary policies with respect to all requirements contained herein.

D. Workers’ Compensation (WC) Insurance. SUBCONTRACTOR, even if exempt from state requirements as a small business, sole proprietorship or otherwise, shall maintain Workers’ Compensation insurance for the statutory coverage amount / benefits as required in states where SUBCONTRACTOR will perform work. CONTRACTOR’s policy must be endorsed to designate CONTRACTOR as an Alternate Employer. If SUBCONTRACTOR is a Qualified Self Insurer for Workers’ Compensation in any state, CONTRACTOR’s Risk Management Department must review and approve the Self Insured Retention applicable to SUBCONTRACTOR’s program.

E. Employer’s Liability Insurance. SUBCONTRACTOR must carry an Employer’s Liability insurance policy with limits in the amount $1,000,000 per Accident, $1,000,000 Disease Each Employee, and $1,000,000 Disease Policy Limit.

F. Blanket Crime Insurance. SUBCONTRACTOR must carry Blanket Crime Insurance in the minimum amount of $100,000 per loss. SUBCONTRACTOR’s policy must provide a Third Party Premises endorsement to protect against losses resulting from theft, forgery, fraud, and dishonest acts committed by SUBCONTRACTOR, its employees, or independent CONTRACTORs at CONTRACTOR’s or its Client’s premises.

G. Property Insurance. SUBCONTRACTOR is responsible for any damage to its own property, and that of its sub-subcontractors, used in connection with the Services and any property of CONTRACTOR, CONTRACTOR’s Client, or building owner in SUBCONTRACTOR’s care, custody, or control. If CONTRACTOR’s, CONTRACTOR’s Client’s or the building owner’s mobile equipment or other property in SUBCONTRACTOR’s care, custody or control is valued at over $10,000, SUBCONTRACTOR must carry All Risk Property Insurance with limits adequate to insure the replacement of such property.

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H. CONTRACTOR’s Pollution Legal Liability Insurance. If SUBCONTRACTOR’s work requires the use of chemicals or other materials designated as environmentally “hazardous” under the Comprehensive Environmental Responsibility, Compensation & Liability Act (CERCLA), SUBCONTRACTOR is responsible for identifying and disclosing use of such chemicals and must provide coverage in the minimum amount of $1,000,000 per occurrence and annual Aggregate.

I. Professional Liability Insurance. If the scope of SUBCONTRACTOR’s work involves the performance of any delegated design, design assist, or design services (including but not limited to architecture, engineering, landscape architecture, surveying, construction management, environmental consulting, testing, rigging, shoring or fastening) performed by or on SUBCONTRACTOR’s behalf, SUBCONTRACTOR and any design subcontractors/consultants/vendors working under the SUBCONTRACTOR shall each maintain Professional Liability coverage with limits as required by the Contract Documents which shall not be less than $2,000,000 per claim or the value of the Subcontract, whichever is greater. If Professional Liability coverage is provided on a “claims made” basis, the policy shall include a retroactive date prior to commencement of services and SUBCONTRACTOR shall continually maintain such policy or shall purchase an “extended reporting period” endorsement providing coverage for at least three (3) years beyond project completion or such longer period of time as specified in the Contract Documents.

General Insurance Provisions Applicable to all SUBCONTRACTORs.

SUBCONTRACTOR shall obtain and keep in force during the term of the contract, insurance with coverage equal to, or greater than, the minimum specified in the PRIME CONTRACT and as further required in the insurance requirements identified below.

A. Occurrence Based Policies Required. All insurance policies required herein, with the exception of CONTRACTOR’s Pollution…